Purchase Order Terms

1. Definitions.

1.1 "Harvey" means Harvey AI Corporation, including its subsidiaries and affiliates.

1.2 "Vendor" means the vendor identified on the Purchase Order, including its subcontractors and agents.

1.3 “Goods” and "Services" mean all materials, supplies, equipment, work, deliverables, and services covered by this Purchase Order.

1.4 "Purchase Order" means this purchase order, these Terms, and any attachments.

2. Acceptance of Terms.

2.1 Vendor accepts these terms upon: (a) acknowledgment of this Purchase Order; (b) delivery or shipment of any Goods; (c) performance of Services; (d) execution of an agreement incorporating these terms; or (e) acceptance of any payment from Harvey under this Purchase Order. Acceptance is expressly limited to these terms; any conflicting terms on Vendor’s forms are void.

2.2 These Terms, the Purchase Order, and any statement of work together constitute the entire agreement and supersede all prior and contemporaneous negotiations, representations, understandings, and agreements relating to the subject matter hereof, whether oral or written. Unless the parties enter into a separate written agreement signed by both parties, these terms exclusively govern.

3. Termination.

3.1 Harvey may terminate for convenience upon ten (10) days’ written notice. Upon termination, Vendor shall stop all work and Harvey will pay for Goods received and Services performed through the termination date.

3.2 Harvey may terminate for Vendor's default, insolvency, bankruptcy, failure to cure defects, or failure to deliver on time. Default not cured within ten (10) days of notice entitles Harvey to terminate and pursue all available remedies. The prevailing party in any enforcement action is entitled to reasonable attorneys' fees.

3.3 Sections 4 (Warranty), 8 (Indemnification and Insurance), 9 (Compliance with Laws), 10 (Intellectual Property Rights), 11 (Disclaimer and Limitation of Liability), 12 (Governing Law), 14 (Non-disclosure of Confidential Information) and 15 (Delivery and Risk of Loss) shall survive termination.

4. Warranty.

Vendor warrants that all Goods and Services shall: (i) conform to specifications; (ii) be merchantable and fit for Harvey’s intended use; (iii) be free of liens; (iv) perform as specified; and (v) be defect-free. These warranties are in effect for the longer of Vendor’s standard warranty period or one (1) year following Harvey’s acceptance of the Goods or Services, and survive inspection and acceptance. If Goods or Services fail to meet these warranties, Harvey may: (i) require repair or replacement at no cost; (ii) return defective items for refund; or (iii) self-correct and charge Vendor. These remedies are non-exclusive.

5. Prices and Payment.

5.1 Prices are firm for twelve (12) months and exclude taxes unless noted. Vendor warrants its prices do not exceed those charged to other customers for equivalent goods or services. Harvey is entitled to any subsequent price reductions generally offered to Vendor’s customers.

5.2 Unless a different period is specified on the Purchase Order, Harvey will pay properly invoiced, undisputed amounts within thirty (30) days (net 30) following the later of Harvey’s acceptance of the Goods or Services or Harvey’s receipt of a properly prepared invoice.

6. Changes.

Harvey may make changes to the Purchase Order; changes are effective only when authorized in writing by both parties. If changes affect delivery, quality, quantity, or price, the parties shall negotiate an equitable adjustment. Vendor must obtain Harvey’s written consent before incurring charges exceeding the Purchase Order amount; Harvey has no liability for unauthorized excess charges.

7. Delivery.

7.1 Time is of the essence. Vendor shall deliver products DDP (Incoterms 2020) to Harvey’s designated location(s) on the dates specified. Goods shall be packed in a commercially reasonable, industry-standard manner, and each shipment must include a packing slip with Purchase Order number, description, and quantity. If delivery is untimely, Harvey may cancel all or part of the Purchase Order or extend the delivery terms, without liability. Harvey may direct expedited shipment at Vendor’s expense if timely delivery is endangered. No early or excess deliveries without Harvey’s consent; over-shipments will be held at Vendor’s risk pending return instructions. Vendor bears all risk of loss until final acceptance by Harvey, including for rejected goods. Title passes upon final acceptance.

7.2 All Goods are subject to inspection within ninety (90) days of delivery. Harvey may reject nonconforming Goods or Services in whole or in part. Acceptance of nonconforming items entitles Harvey to a price reduction. Payment does not constitute acceptance. Vendor shall remove rejected Goods at its cost.

8. Indemnification and Insurance.

8.1 Vendor shall defend, indemnify, and hold Harvey harmless from all claims, damages, losses, and expenses (including attorneys’ fees) arising from: (i) Goods or Services supplied; (ii) Vendor's negligence or willful misconduct; (iii) Vendor’s breach of these terms; (iv) intellectual property infringement claims; or (v) third-party liens or encumbrances.

8.2 If Harvey's use of Goods or Services is enjoined or threatened due to infringement, Vendor shall, at its expense: (a) substitute non-infringing equivalents; (b) modify to eliminate infringement; (c) obtain rights for continued use; or (d) refund all amounts paid.

8.3 Vendor shall, at its own expense, procure and maintain insurance sufficient to cover its obligations under this Purchase Order, including: (i) Commercial General Liability of at least $1,000,000 per occurrence; (ii) Automobile Liability of at least $1,000,000; (iii) Workers’ Compensation as required by applicable law; and (iv) where Vendor performs professional Services, Professional Liability of at least $1,000,000. Vendor shall provide certificates evidencing the required coverage within ten (10) business days of Harvey’s request. Subcontractors must maintain equivalent coverage.

9. Compliance with Laws.

Vendor shall comply with all applicable laws in manufacturing, selling, and performing under this Purchase Order, including U.S. Export Control Laws, anti-bribery and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act), anti-human trafficking laws, and applicable data privacy and data protection laws. Upon request, Vendor shall provide certificates of origin and customs documentation.

10. Intellectual Property Rights.

10.1 Pre-existing IP remains with its original owner. Neither party gains ownership of the other’s IP by virtue of this Purchase Order.

10.2 Upon payment, all deliverables and work product created by Vendor specifically for Harvey under this Purchase Order (“Deliverables”), including all IP rights therein, are Harvey’s sole property. Vendor assigns all such rights to Harvey. Copyrightable Deliverables are works made for hire; to the extent they are not, Vendor assigns all copyright interests to Harvey. This Section does not transfer any rights in Vendor’s pre-existing IP, general methodologies, tools, or know-how used to perform the Services; to the extent any such pre-existing IP is embedded in the Deliverables, Vendor grants Harvey a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and distribute it as part of the Deliverables. Nothing herein creates any license from Harvey to Vendor. Vendor shall assist Harvey in obtaining, perfecting, and enforcing IP rights worldwide, including executing necessary documents.

10.3 All designs, tools, patterns, information, and equipment (“Materials”) supplied by Harvey or created principally for this Purchase Order at Harvey’s cost, including all IP rights therein, are Harvey’s sole property immediately upon creation or supply. Vendor shall not use Materials for any purpose other than performing this Purchase Order without Harvey’s prior written consent, and shall return all Materials upon termination or Harvey’s request, exercising reasonable care in safeguarding them in the interim.

11. Disclaimer and Limitation of Liability.

NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS OR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THEORY OR FORESEEABILITY. EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED THE PRICE OF THE GOODS OR SERVICES GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, OR TO VENDOR’S BREACH OF SECTION 9 (COMPLIANCE WITH LAWS), SECTION 10 (INTELLECTUAL PROPERTY RIGHTS), OR SECTION 14 (NON-DISCLOSURE OF CONFIDENTIAL INFORMATION). HARVEY REJECTS ALL CANCELLATION CHARGES, LATE FEES, PENALTIES, AND LIQUIDATED DAMAGES.

12. Relationship of the Parties and Subcontracting.

12.1 Vendor is an independent contractor, not a Harvey employee. Vendor is solely responsible for its employees’ compensation, taxes, withholdings, and benefits. Harvey has no obligation to withhold taxes on Vendor’s behalf.

12.2 Nothing herein creates an employment, partnership, or joint venture relationship. Vendor has no authority to act on behalf of or bind Harvey.

12.3 Services shall be specified in a statement of work. Vendor may not subcontract any of its obligations without Harvey's prior written consent unless otherwise specified. Vendor shall impose on any permitted subcontractor obligations no less protective of Harvey than those in this Purchase Order, and Vendor remains fully responsible and liable for all acts and omissions of its subcontractors and agents as if they were Vendor’s own.

12.4 Vendor shall, at its own expense and to the extent permitted by applicable law, conduct a criminal background check on each employee, contractor, or agent who performs Services or provides Goods under this Purchase Order. Vendor shall not permit any such personnel who has been convicted of a crime involving dishonesty or breach of trust, or of any violent, weapons, or sex offense, to perform under this Purchase Order, and shall ensure all such personnel meet the licensing, security, and site requirements applicable to the location where Services are performed.

13. Non-disclosure of Confidential Information.

13.1 All information furnished by Harvey to Vendor (“Confidential Information”) remains Harvey’s property, shall be disclosed only on a need-to-know basis within Vendor’s organization, shall not be disclosed to third parties, and shall be returned upon request.

13.2 Vendor shall not disclose the existence or terms of this Purchase Order except: (i) as necessary to perform; (ii) as required by law; or (iii) to Vendor’s accountants for tax or audit purposes.

13.3 Vendor shall not use Harvey’s name, logo, trademark, service mark, or any other proprietary designation of Harvey for any purpose, including but not limited to advertising, marketing, publicity, or client lists, without Harvey’s prior written consent.

14. General.

14.1 No waiver of any provision shall result from failure to enforce it. If any provision is invalid, the remaining provisions remain in full effect.

14.2 Vendor may not assign or transfer any of its rights or obligations under this Purchase Order, whether by operation of law or otherwise, without Harvey’s prior written consent, and any attempted assignment or delegation without such consent is void.

14.3 This Purchase Order is governed by California law, without regard to conflicts of law principles. All disputes shall be brought exclusively in state or federal courts in San Francisco, California.

14.4 Vendor shall immediately notify Harvey of: (a) design or configuration changes; (b) defects or regulatory compliance issues; or (c) events that may delay performance. Such notice does not relieve Vendor of its obligations. Notices shall be sent to Procurement Legal at legalnotices@harvey.ai.